| Mon 4 May 2009, 10:22 | | AQP - Aquarius Platinum Limited - Rule 2.10 and rule 8 announcement |
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AQP
AQP
AQP - Aquarius Platinum Limited - Rule 2.10 and rule 8 announcement
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share code JSE: AQP
ISIN Code: BMG0440M1284
("Aquarius" or the "Company")
ASX / LSE / JSE JOINT ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
4 May 2009
RULE 2.10 AND RULE 8 ANNOUNCEMENT
As announced on 30 April 2009, dealings have now commenced in the
common shares of US$0.05 each (the "New Shares") issued by the Company
pursuant to its rights issue (the "Rights Issue").
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers
(the "Takeover Code"), Aquarius announces that, as at the close of
business on 30 April 2009, and following the issue of the New Shares on
30 April 2009, it has in issue 414,917,371 common shares of US$0.05
each, ISIN reference BMG0440M1284.
Under the provisions of Rule 8.3 of the Takeover Code, if any person
is, or becomes, `interested` directly or indirectly in 1% or more of
any class of `relevant securities` of the Company, all `dealings` in
any `relevant securities` of the Company (including by means of an
option in respect of, or a derivative referenced to, any such `relevant
securities`) must be publicly disclosed by no later than 3.30 pm (GMT)
on the London business day following the date of the relevant
transaction.
The Company has agreed with the Takeover Panel Executive that, under
Rule 8.3 of the Takeover Code, any person who was interested in 1% or
more of any class of the Company`s relevant securities at midnight on
30 April 2009, or who was so interested at midnight on 29 April 2009,
and who in either case either (i) dealt in entitlements to New Shares
under the Rights Issue (whether nil paid or fully paid) at any time or
(ii) subscribed for all or part of their entitlements under the Rights
Issue, must (without prejudice to any disclosure obligations arising
otherwise than in relation to dealings in Rights Issue entitlements)
disclose their aggregate interests, rights to subscribe and short
positions in the Company`s relevant securities by no later than 3.30pm
on 1 May 2009.
Rules 8.1 and 38.5(b) of the Takeover Code should be applied
accordingly, mutatis mutandis.
For the avoidance of doubt, there is no requirement under Rule 38.5(a)
of the Takeover Code for a connected exempt principal trader which has
been granted recognised intermediary status and which is acting in a
client serving capacity to disclose either (i) dealings in entitlements
to New Shares under the Rights Issue (whether nil paid or fully paid)
or (ii) the subscription for New Shares under the Rights Issue.
So far as the Company is aware, the following disclosures are required
to be made by the directors of Aquarius and its group companies and the
trustee of the Aquarius employee share plan (the "ESP Trustee") as a
result of the Rights Issue pursuant to Rule 8.1 of the Takeover Code:
Holder New Shares subscribed Total holding
S.A. Murray 146,636 1,466,366
N.T. Sibley 177,777 1,777,777
G.E. Haslam 1,666 16,666
K. Morna (1) 6,865,872 68,658,728
Z.Mankazana (1) - -
ESP Trustee 27,222 557,222
(1) The interests held by Mr Morna and Mr Mankazana arise as a result
of their directorship in Savannah which, as a member of the Savannah
Consortium, holds 68,658,728 Common Shares.
In addition, under the Aquarius employee option plan, S.A. Murray holds
an option to subscribe for up to 209,865 Common Shares at an exercise
price of GBP0.85 per Common Share. This option will vest in June 2009
and expire on 11 October 2011.
Terms used in this announcement but not otherwise defined shall have
the same meanings as set out in the prospectus published by Aquarius on
31 March 2009.
Enquiries:
Aquarius
In the UK & South Africa
Nick Bias
Tel: +41 (0)79 888 1642
In Australia:
Willi Boehm
Tel: +61 (0)8 9367 5211
The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The securities may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act. There will be no public offer of
securities in the United States.
It is expected that the Aquarius shares proposed to be issued in
connection with the possible acquisition of Ridge Mining plc would be
issued in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10)
thereof. This transaction has not been approved or disapproved by the
US Securities and Exchange Commission (the "Commission"), nor has the
Commission or any US state securities commission passed upon the merits
or fairness of the transaction nor upon the adequacy or accuracy of the
information contained in this document. Any representation to the
contrary is a criminal offence in the United States. The announcement
has been prepared in accordance with English law and the Code and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person
is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of Aquarius or of Ridge, all
"dealings" in any "relevant securities" of that company (including by
means of an option in respect of, or a derivative referenced to, any
such "relevant securities") must be publicly disclosed by no later than
3.30 pm (GMT) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Aquarius or Ridge,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings"
in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge,
or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (GMT) on the London business day following the
date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having
an "interest" by virtue of the ownership or control of securities, or
by virtue of any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks are defined in the Takeover Code, which can
also be found on the Panel`s website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8,
you should consult the Panel.
A copy of this announcement will be available on Aquarius` website
(www.aquariusplatinum.com).
Date: 04/05/2009 10:22:02 Produced by the JSE SENS Department.
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